Tuesday, June 24, 2014

The differences between Societé Anonym and Limited Liable Company briefly in Turkish Law


The differences between Societé Anonym and Limited Liable Company briefly in Turkish Law.

Societé Anonym
Anonim Şirket
Limited Liable Company
Limited Şirket

Minimum share capital not less than 50,000 TL
One share cannot be less than 1 Kuruş (1% of 1 TL)
Minimum share capital not less than 10,000 TL
Minimum share value : 25TL
Articles of Association in written form
certified by Notary Public

For establishment, no permission required from the Ministry
(exceptions)
Articles of Association in written form
certified by Notary Public

For establishment, no permission required from the Ministry
(exceptions)
Minimum one shareholder (either entity/judiciary person or real person)
Unlimited number of shareholders
Minimum one shareholder (either entity/judiciary person or real person)
Maximum number of shareholders: 50
Can be established for any commercial objective/scope unrestricted by law
Can be established for any commercial objective/scope unrestricted by law

Shareholder entitled to a shareholder certificate (which is a negotiable instrument)

Shareholder entitled to a shareholder  certificate (which is not a negotiable instrument)
Shareholder liable to the company and to the extent of the share undertaken
Shareholder not liable of public debts.
Shareholder not liable of tax, social security or other debts.
Only liability is to pay the total amount undertaken
Shareholder liable to the extent of share undertaken, not liable to third parties for company debts.
Shareholder liable of public debts. I.e taxes, social security premiums with his entire asset.
For public debts that cannot be paid by the company, the shareholder can be held liable in ratio of their shareholding.


Unless otherwise stated by articles of association, shareholder may transfer his shares by a share transfer agreement. If share certificates or temporary share certificates (ilmuhaber) are issued, these can be transferred by endorsement. It is not necessary to transfer these shares through Notary Public. This transaction does not require registration at Trade Registry.
The transfer of the shares requires permission of the General assembly and a share transfer agreement certified by Notary Public.
Share transfer is valid upon the registration of the transfer at Trade Registry.
S.A.’s can be open to public
Cannot be open to public
Board of Directors (Yönetim Kurulu) consists of minimum one member that is elected by General assembly among the shareholders or non-shareholders
The board member may be either real person or an entity.
Quorum for meeting is the majority of the total number of board of directors. Quorum for taking resolutions is the majority of the members present at the meeting.
The managing director (müdür) is elected by general assembly among shareholders or non-shareholders

If there’s more than one managing director (müdür), a board of managing directors is formed and this board takes resolutions by majority votes.
If there’s more than one managing director, one of them is assigned as the chief of board.
Board of directors is the legal representative of the company
The legal representative is the managing director or the board of managing directors if there’s more than one managing director.
It is an obligation to hold General Assembly every year.
Ministry representative attends the General Assembly in s.a. companies depending on the agenda (such as increasing the share capital, merging etc.)
It is an obligation to hold General Assembly every year.
The ministry representative does not attend the General Assembly.


 To be continued

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